before registering a company, we must first make clear the company's formal category. Generally speaking, the minimum registered capital of an ordinary limited company with one person is RMB 1,111, and that of a limited liability company with more than two people and less than 51 people is RMB 31,111.
after defining the form of the company, we should start the registration process. Broadly speaking, company registration mainly includes five steps:
1. Name verification.
First of all, give your company a catchy name, and give your company at least five alternative registered names. The length of name verification depends on the name repetition rate. (PS Lei Jun thought of at least 111 names when he founded Beijing Xiaomi Technology Co., Ltd., and checked 51 names. It took three months before and after, so don't try the common ones, so as not to waste energy and money. )
II. Preparation for establishment
After the name is approved, you can receive the Notice of Name Pre-approval according to the instructions in the Notice of Online Application for Name Pre-approval. If the business scope of the declared enterprise involves pre-approval items, it is necessary to go through the licensing procedures (such as catering, special industries, etc.) with the Notice of Name Pre-approval. If it does not involve relevant qualification approval, the next process can be carried out.
1. write the articles of association. In this step, you can download the general sample of "Articles of Association" from the website of the Administration for Industry and Commerce, and make appropriate amendments according to the actual situation of the company, which can be signed by all shareholders.
2. Find the place where the company is registered, that is, the registered address. For the company's registered address, in short, it is a house for non-residential use (not for commercial and residential use). After signing the rental contract, go to the tax bureau to buy stamp duty of one thousandth of the annual rent and post it on the front page of the rental contract. In addition, the landlord is required to provide a copy of the real estate license.
3. Seal engraving: engrave a corporate seal (square) where the seal is to be engraved.
4. get a "bank confirmation letter". Contact an accounting firm (PS usually has a large billboard at the entrance of the industrial and commercial bureau with many accounting firms on it) and get a "bank confirmation letter" (PS must be stamped with the original)
5. Go to the bank to open a company capital verification account. With the "Name Pre-approval Notice" and monetary funds, go through the investment formalities at the investment bank established by the registration department. All shareholders need to bring their share of capital to the designated bank to open a company account, deposit their respective funds, and the bank will feed back the payment slip to the shareholders after the capital contribution is completed (PS needs to tell the bank that it is a capital verification account).
6. handle the capital verification report. Take the shareholder's payment form issued by the bank, the inquiry letter sealed by the bank, and the company's articles of association, the notice of name verification, the rent contract and the copy of the real estate license, and go to the accounting firm to handle the capital verification report.
III. Application for Establishment
After logging in to the website, enter the application interface, select the enterprise establishment registration, enter the establishment information and submit it. After being approved, click View to download and print the file at the top of the screen, and prepare the opening materials according to the prompts in the file.
To apply for the establishment of a joint stock limited company, the following documents shall be submitted to the company registration authority:
(1) An application for registration of establishment signed by the legal representative of the company;
(2) the certificate of the representative appointed by the board of directors or the entrusted agent;
(3) Articles of Association;
(4) a capital verification certificate issued by a legally established capital verification institution;
(5) If the initial capital contribution made by the promoters is non-monetary property, the documents certifying that the property rights have been transferred shall be submitted at the time of company establishment registration;
(6) the qualification certificate of the sponsor or the identity certificate of a natural person;
(7) documents indicating the names and residences of the company's directors, supervisors and managers, and relevant certificates of appointment, election or employment;
(8) the employment documents and identity certificates of the legal representative of the company;
(9) notice of pre-approval of enterprise name;
(11) proof of company domicile;
(11) Other documents required by the State Administration for Industry and Commerce.
where a joint stock limited company is established by offering, the minutes of the founding meeting shall also be submitted; Where a joint stock limited company is established by way of offering shares to the public, it shall also submit the approval documents of the the State Council Securities Regulatory Authority. Where laws, administrative regulations or decisions of the State Council stipulate that the establishment of a joint stock limited company must be approved, relevant approval documents shall also be submitted. Where the business scope for which a company applies for registration belongs to the items that must be approved before registration according to laws, administrative regulations or the State Council decisions, it shall be reported to the relevant state departments for approval before applying for registration, and the relevant approval documents shall be submitted to the company registration authority (Articles 21 and 22 of the Regulations on the Administration of Company Registration).
IV. Submission of establishment registration documents
After all the business opening materials are ready, call the appointment telephone of the industrial and commercial branch to make an appointment registration, submit the materials in the registration hall according to the time of appointment registration, and receive the Decision on Granting Administrative License after approval.
v. obtaining a license
go to the industrial and commercial bureau to obtain a license according to the prompt time in the decision on granting administrative license.
Follow-up process
1. With the business license, go to the seal engraving agency designated by the Public Security Bureau to engrave the official seal and financial seal.
2. apply for the enterprise organization code certificate. It takes about half a month to apply for the organization code certificate with the business license to the Technical Supervision Bureau. In this process, the Technical Supervision Bureau will first issue a certificate of pre-acceptance code, and with this document, you can go through the formalities of tax registration certificate and bank basic account opening.
3. Go to the bank to open a basic account. With business license and organization code certificate, go to the bank to open a basic account. It is best to do it at the same branch of the bank where the capital verification was originally done, otherwise, the capital verification account fee will be overcharged.
To open a basic account, you need to fill out a lot of forms. You'd better take all the things you can bring, so as to avoid unnecessary troubles, including the original business license, ID card, organization code certificate, corporate stamp, etc.
when you open a basic account, you need to buy a password device (since the second half of 2115, most banks have this requirement), and the password device needs 281 yuan. In the future, when your company writes checks and draws money, you need to use a password device to generate passwords.
4. Go through the tax registration. After obtaining the license, apply to the local tax bureau for a tax registration certificate within 31 days. General companies need to apply for two kinds of tax registration certificates, namely national tax and local tax.
when handling the tax registration certificate, there must be an accountant, because one of the materials required by the tax bureau is the accounting qualification certificate and ID card.
5. Apply for invoices: If your company sells goods, you should apply for invoices at the national tax; if it is a service company, you should apply for invoices at the local tax.
6. Tax amount of the company:
In terms of tax payment items, enterprises can be roughly divided into four items: business tax, enterprise value-added tax, enterprise income tax and personal income tax. Generally speaking, enterprises first determine the taxes and tax rates that enterprises should pay according to their economic nature and business operations. The Income Tax Law of the People's Republic of China, which was implemented in 2118, unified the income tax of domestic and foreign-funded enterprises to 25%, and at the same time abolished the preferential policy of income tax reduction and exemption for foreign-funded enterprises. At the end of 2111, urban construction tax and education surcharge were levied on foreign-funded enterprises.
business tax
the scope of business tax is mainly the business activities of providing taxable services, transferring intangible assets and selling real estate in China, which involves the extensive field of the tertiary industry in the national economy. The business tax rate ranges from 3% to 5%, which is finally confirmed according to the different economic nature and business model of the enterprise. For example, the business tax rate of industries such as transportation, construction, post and telecommunications, culture and sports is 3%, while that of industries such as finance and insurance, service, entertainment, tourism and sales is 5%.
value-added tax
value-added tax is a tax levied on the value-added realized by units and individuals who sell goods or provide processing, repair and replacement services and import goods. Value-added tax is collected by the State Taxation Bureau, with 75% of the tax revenue coming from the central government and 25% from local governments. The value-added tax in the import link is collected by the customs, and the tax revenue is all the central fiscal revenue.
VAT taxpayers are divided into general VAT taxpayers and small-scale taxpayers. The difference:
A general taxpayer refers to an enterprise whose annual sales can reach 1.8 million. Usually, the registered capital of a general enterprise reaches 511,111, which means that it is a general taxpayer by default. You need to apply for a general taxpayer and pass the counseling and inspection period of the tax bureau to become a formal general taxpayer. The general taxpayer's tax rate is 17%, which can be deducted from the input tax on purchased goods;
enterprise income tax
enterprise income tax: enterprise income tax is a tax levied on enterprise profits, and the object of enterprise income tax is the income obtained by taxpayers. Including sales of goods, provision of labor services, transfer of property, dividends, interest, rental, royalties, donations and other income. The new tax law has been implemented since October 2118: the enterprise income tax rate is 25%, and the low-profit enterprises are implemented at 21%. High-tech enterprises according to the implementation of 15%.
there are two ways to collect enterprise income tax: approved collection and audit collection.
personal income tax
personal income tax is still levied by auditing the accounts, and personal income tax is levied at 21% for shareholders' dividends. Individual income tax of sole proprietorship enterprises and partnership enterprises can be levied. Implemented on September 1, 2111, the tax exemption was adjusted to 3511 yuan.
after you have gone through the above procedures, congratulations on starting your business. What needs special attention is to pay attention to the tax declaration on time every month. Even if you don't need to pay taxes when you don't start business, you should make a zero declaration, otherwise you will be fined. In addition, the company needs to establish a standardized accounting system, so it needs an accountant to keep accounts.